Commitment Letters definition
Examples of Commitment Letters in a sentence
This Agreement, including the Company Disclosure Letter and the Exhibits attached hereto, together with the Commitment Letters, Confidentiality Agreements, and the Fee Funding Agreements, constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties and their Affiliates, or any of them, with respect to the subject matter hereof and thereof.
For the avoidance of doubt, solely for purposes of the approval and adoption of this Agreement under the DGCL, none of the Exhibits attached hereto or the Company Disclosure Letter, or the Commitment Letters, Confidentiality Agreements, or the Fee Funding Agreements, shall be deemed part of this Agreement, but shall for all other purposes have the effects provided therein and in this Agreement.
For the avoidance of doubt, in no event shall the Company be entitled to specifically enforce (or to bring any action or proceeding in equity seeking to specifically enforce) (1) Parent’s rights under the Equity Commitment Letters to cause the Equity Financing to be funded, (2) the rollover obligations under the Voting and Rollover Agreement or (3) Parent’s obligation to effect the Closing, in each case, other than as expressly provided in the immediately preceding sentence.
For clarity, there shall be no such reduction to the Equity Financing Commitment or the other equity financing commitments under the Other Equity Commitment Letters in respect of the shares of Company Common Stock constituting the Rollover Minimum under the Voting and Rollover Agreement.
Parent shall provide the Company with prompt notice of any actual breach, default, cancellation, termination or repudiation by any party to the Commitment Letters or any Definitive Agreement.